Good morning, distinguished ladies and gentlemen. I welcome all of you to the 13th Annual General Meeting of Seplat Energy Plc. Based on the information provided by the registrars and confirmed by the Company Secretary, there is a quorum for this Annual General Meeting. I hereby declare the meeting open. Before we commence the business for today, can we have the national anthem, please?
Nigeria, we hail thee our own dear native land. Though tribe and tongue may differ, in brotherhood we stand. Nigerians old and proud to serve our sovereign Motherland. Our flag shall be a symbol that truth and justice reign. In peace or battle honored and this we count as gain. To hand on to our children a banner without stain. O God of all creation, grant this our one request. Help us to build a nation where no man is oppressed. And so, with peace and plenty, Nigeria may be blessed.
May I kindly call on Pastor Alex Adio to lead us in the opening prayer. Is he there?
Thank you, oh Lord, for our nation, for Nigeria. We thank you for the life of our Chairman, the Board, the staff, and the shareholders of our great company, Seplat Energy Plc. Father, we stand before you again today to look at the present position, the scorecard of our company. Oh Lord, we pray that you take control in the name of Jesus. I pray, oh Lord God, that you give us revelation that will enhance the growth of our company the more in the name of Jesus. And let the network be friendly so that we'll have a smooth meeting. At the end of the whole exercise, we'll come back to say, "Thank you, Daddy." In Jesus' precious name I have prayed. Amen.
Thank you very much, Pastor Adio.
Thank you very much.
Distinguished shareholders, this meeting is being held virtually in accordance with the Business Facilitation (Miscellaneous Provisions) Act that was passed into law on the 8th of February 2023. The link for this meeting was published in the notice of this meeting and is also available on the company's website. Kindly note that this AGM is being streamed live and can be viewed by all in real time. We would like to assure all our distinguished shareholders that the proceedings for this meeting will be conducted in a very timely manner. Distinguished shareholders, I will now proceed to introduce members of the Board of Seplat Energy Plc present here with us and also by virtual participation. I will start with Mr. Roger Brown, the Chief Executive Officer. Thank you. Mr. Samson Ezugworie , Chief Operating Officer. Thank you. Mrs. Eleanor Adaralegbe , Chief Financial Officer. Thank you.
Mrs. Bashirat Odunewu, who is a Senior Independent Non-Executive Director. Mr. Ernest Ebi, Non-Executive Director. Mr. Kazeem Raimi, Non-Executive Director. Mr. Tony Elumelu, Non-Executive Director. Madam Nathalie Delapalme, Non-Executive Director. Dr. Emma FitzGerald , Independent Non-Executive Director. Ms. Koosum Kalyan , Independent Non-Executive Director. Mr. Christopher Okeke, Independent Non-Executive Director. Mr. Larry Ettah, Independent Non-Executive Director, and myself, Udoma Udo Udoma, Independent Non-Executive Director and your Chairman. Also with me is the Company Secretary and Director, Legal, Mrs. Edith Onwuchekwa. We also have representatives from the following regulators and professional bodies with us online. You have Ms. Brenda Duke from the Nigerian Exchange Limited. Mr. Graham Omenka from the Securities and Exchange Commission. Mr. Hussaini Ishaq Magaji SAN from the Corporate Affairs Commission, and who is actually the Registrar General of the Corporate Affairs Commission. You are most welcome.
We also have Mrs. Abisola Atitebi from PwC, our external auditors, our Nigerian registrars, DataMax Registrars Limited, and our U.K. registrars, Computershare Investor Services PLC. In our midst, we have the shareholder members of Statutory Audit Committee for the year 2025 as follows. Mr. Abayomi Adeyemi, who is a shareholder representative and the Statutory Audit Committee Chairman. Mrs. Hauwa Umar, shareholder representative. Mr. Nornah Awoh, also a shareholder representative. The Board representatives are Mrs. Bashirat Odunewu, Senior Independent Non-Executive Director, and Mr. Kazeem Raimi, Non-Executive Director. Dear shareholders, to facilitate the smooth and effective conduct of this meeting, we appeal to everyone to kindly observe the following rules of engagement. If you wish to speak, indicate by clicking on the raise hand icon.
When called upon to speak, kindly state your first name, your surname, and keep your comments and questions brief to ensure that other people are given a fair opportunity to also participate. If you encounter any issues during this meeting, simply click on the chat box and our representatives will be on hand to assist you. For ease of reference, the register of directors' shareholding and record of attendance are contained in the Annual Report, which is available on the company's website. Please note that there will be an opportunity to second each resolution put to the meeting. I will now call on the Company Secretary to read the notice of the meeting. Over to you.
Thank you, sir. Dear ladies and gentlemen, the notice of this meeting is on page 315 of the 2025 Annual Report and is accompanied by the list of unclaimed dividend. The notice was published in the following two national dailies: the Business Day newspaper dated 21st April 2026, and The Nation newspaper dated 22nd April 2026, in accordance with Section 246 of CAMA 2020. I will now read the notice. Notice is hereby given that the 13th Annual General Meeting of Seplat Energy Plc, the company, will be held virtually on Wednesday, 20th May 2026 at 11:00 A.M. to transact the following business. Ordinary business. One, to receive the Audited Financial Statements of the company for the year ended 31st December 2025, together with the Reports of the Directors, Auditors, and the Statutory Audit Committee thereon.
Two, to declare a final dividend recommended by the Board of Directors of the company in respect of the financial year ended 31st December 2025. Three, to reappoint PricewaterhouseCoopers, PwC, as auditors of the company from the conclusion of this meeting until the conclusion of the next general meeting of the company, at which the company's Annual Accounts are laid. Four, to authorize the Board of Directors of the company to determine the auditor's remuneration. Five, to elect, re-elect the following directors. A, to approve the appointment of the following directors. One, Mr. Larry Ettah as an Independent Non-Executive Director of the company , and two, Mr. Tony Elumelu as a Non-Executive Director of the company. B, to re-elect the following directors who are eligible for retirement by rotation. One, Mr. Udoma Udo Udoma, Independent Non-Executive Director. Two, Mr. Christopher J.N. Okeke , Independent Non-Executive Director.
Six, to disclose the remuneration of managers of the company. Seven, to elect the shareholder representatives of the Statutory Audit Committee. Special business. To consider, and if thought fit, to transact the following special business, which will be proposed and passed as an ordinary resolution. Eight, to approve the Remuneration section of the Directors’ Remuneration Report set out in the Annual Report and Accounts for the year ended 31st December 2025, including the forward-looking Remuneration Policy. That the Board be and is hereby authorized to take all necessary steps to give effect to the above resolutions. Copies of the Annual Report and Accounts for Seplat Energy Plc for the financial year ended 31 December 2025 will be mailed to the shareholders and will be available on the company's website, www.seplatenergy.com.
Printed versions can also be obtained by contacting DataMax Registrars in Nigeria at 2C Gbagada Expressway, by Beko Ransome Kuti Park, Gbagada, Lagos . Telephone: 2317120012 or Computershare in the United Kingdom on telephone 443707036101. By order of the Board, Mrs. Edith Onwuchekwa, Company Secretary. Dated February 25, 2026. Thank you.
Thank you, Mrs. Onwuchekwa, for reading the notice of the meeting. In line with Section 248 of CAMA 2020, and following the demand for poll, the resolutions for this meeting will be taken by poll, except the resolution for the election of members of the Statutory Audit Committee, which shall be conducted electronically, reflecting show of hands, and the resolution for the reappointment of auditors, which does not require voting. Proxy forms duly submitted to the registrars prior to this meeting have already been collated by the registrars, indicating that some shareholders have already voted on the resolutions. Distinguished shareholders, it is now time to read the Chairman's Statement. My statement is on pages 12 and 13 of the 2025 Annual Report, copies of which have been circulated to everyone. With your kind permission, I hereby consider the Chairman's Statement as read.
However, permit me to make a few introductory remarks about our plans for the future. These are all contained in the Annual Report, which you all have, with the theme Delivering at Scale. Distinguished shareholders, in the Annual Report is a review on the transformation we have achieved since we acquired Mobil Producing Nigeria Unlimited and its offshore assets late in 2024. We also laid out a five-year roadmap that clearly outlines our ambitions for the enlarged business. We have described this enlarged business as delivering at scale. The reason we so describe it is because of the targets that we have set for ourselves. Key among our targets and aims are to invest up to $3 billion over the next five years developing our assets.
This investment aims to increase group working interest production to 200,000 boe/d, and to generate a significant uplift in after-tax cash flow from operations to between $5 billion-$6 billion, and to return, and this is important to all shareholders, to return over the next five years, at least $1 billion in dividends to shareholders. These targets, distinguished shareholders, represent on average a tripling of what we delivered between 2020 and 2024, and this reflects the scale of the growth and the value creation we aim to deliver. Distinguished shareholders, these are very exciting times to be a shareholder of Seplat Energy Plc, because as you can see from our current performance, we are well on target to achieve these ambitious goals. So, distinguished shareholders, at this AGM, the message of the Board to all shareholders is as follows.
Our vision for growth is set. Our resources are secured, and we are fully focused on execution. We are therefore very well set to transform our great potential into strong and sustainable success that propels us to our destiny as an African energy champion, and this is our ambition. Let me thank all of you, all our shareholders, for your continuing support as we continue on our transformational journey. Distinguished shareholders, after these brief introductory remarks, let us now proceed with the agenda items for the day. Ladies and gentlemen, we will now proceed to the first item on the agenda, which is to receive the company's 2025 Annual Reports and Accounts, Directors' Report, the Auditors' Report for the year ended 31st December 2025, and the Statutory Audit Committee Report.
The company's 2025 Annual Report and Accounts, including the Directors' Report, have been circulated to all of you ahead of this meeting. I hereby lay before this meeting the 2025 Annual Report and Accounts for the year ended 31st December 2025, together with the report of the directors, the auditors, and the Statutory Audit Committee Report. This is it. Being cognizant of time constraints, distinguished shareholders, and with your permission, may I consider the 2025 Annual Report and Accounts, including the Directors' Report, as duly read. Will a shareholder kindly receive and adopt the reading of the report on behalf of the meeting?
I so do, Mr. Chairman. The name is Prince Ridhwan Hamza. I do this with a lot of excitement and enthusiasm. Thank you, sir. Even as I welcome Tony Elumelu to the Board.
Thank you very much. And that was Mr. Ridhwan Hamza. Mr. Ridwan Hamza, thank you very much. In line with Section 3882 of CAMA 2020, I will now call on the representative of PwC to present their report for the year ended 31st December 2025.
Good morning, Mr. Chairman.
Good morning.
Good morning, distinguished shareholders. PwC issued two audit reports in the 2025 Annual Reports on pages 160- 167. These are the audit Reports on the consolidated and separate financial statements and the report on the Internal Control over Financial Reporting . I stand on existing protocols, and I ask for permission to summarize these reports.
In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of Seplat Energy Plc, the company, and its subsidiaries together, the group, as at 31st December 2025, and of their consolidated and separate financial performance and their consolidation and separate cash flows for the year then ended in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board and the requirements of the Companies and Allied Matters Act and the Financial Reporting Council of Nigeria (Amendment) Act 2023. Report on other legal and regulatory requirements. The Companies and Allied Matters Act requires that in carrying out our audit, we consider and report to you on the following matters.
We confirm that, number one, we have obtained all the information and explanations, which is to the best of our knowledge and belief, were necessary for the purpose of the audit. Number two, the company has kept proper books of accounts, as far as appears from our examination of those books and returns adequate for our audit have been received from locations not visited by us. Number three , the company's statement of financial position and statement of comprehensive income are in agreement with the books of accounts and returns. In accordance with the requirements of Financial Reporting Council, we performed a limited assurance engagement and reported on management's assessment of Seplat Energy Plc's Internal Control over Financial Reporting as of 31st December 2025.
The work performed was done in accordance with FRC guidance on assurance engagement report on Internal Control over Financial Reporting issued by the FRC of Nigeria. We have issued an unqualified opinion in our report dated 26th February 2026. These reports were signed by me, Abisola Atitebi, for PwC. Thank you, Mr. Chairman.
Thank you, Mrs. Atitebi. Before I entertain questions, I would like to also call on the Chairman of Statutory Audit Committee to present their report to shareholders. Thank you.
Thank you very much, Chairman. Good morning, fellow shareholders. It is my pleasure to present the report of the Statutory Audit Committee of our company at this AGM. The report is on page 155 of the integrated Annual Report and Accounts, and I read. To the members of Seplat Energy Plc, i n accordance with the provisions of Section 404, Subsection 7 of the Companies and Allied Matters Act, CAMA 2020, we, the members of the Statutory Audit Committee of Seplat Energy Plc, hereby report on the financial statements of the group for the year ended 31st December 2025 as follows. One, t hat the scope and plan of the audit for the year ended 31st December 2025 were adequate. Two, we have reviewed the financial statements and are satisfied with the explanations and comments obtained.
Three, we have reviewed the external auditor's management letter for the year and are satisfied with the management responses and that management has taken appropriate steps to address the issues raised by the auditors. Four, we are of the opinion that the accounting and the reporting policies of the company are in accordance with legal requirements and ethical practices. The external auditors confirmed having received full cooperation from the company's management in the course of the statutory audit, and that the scope of their work was not restricted in any way. Signed on behalf of the committee by myself, Abayomi Adeyemi, dated 26th February 2026. Thank you all for listening.
Thank you very much, Mr. Adeyemi, for presenting the report of the Statutory Audit Committee. Distinguished shareholders, we received several questions from shareholders ahead of this meeting, and we have provided responses to those in advance. Let me appreciate your engagement and your continuing engagement. At this stage, I shall also be pleased to answer any live questions that you may have on the report and financial statements of the company. If you wish to ask a question, please indicate by raising your hand electronically, and I will invite you to speak. When called to speak, kindly state your name clearly and endeavor to be brief. I would also request that you avoid repeating questions or comments that have already been addressed. Any questions? I think I can see Dr. Faruk Umar.
Thank you, Mr. Chairman. Mr. Chairman, directors of Seplat Energy, regulators, and shareholders. Mr. Chairman, this is a day of celebration for shareholders because the company has done very well. Our dividend has increased. You have kept your promises, and we are happy with the performance, Mr. Chairman. Mr. Chairman, for the first time in the history of the Nigerian Stock Exchange, Seplat shares have crossed NGN 10,000. This is unprecedented, Mr. Chairman. This is a record that has been set by our company, and it is as a result of the performance and the good leadership you have given the company. We are very happy, Mr. Chairman, also that we have seen our profitability has increased both quarterly and considering the full year audited accounts of 2025.
Mr. Chairman, I also want to commend the Board for bringing Mr. Tony Elumelu on this Board, as we believe he's going to add a lot of value, Mr. Chairman, to this Board. Mr. Elumelu, Mr. Chairman, is Commander of the Federal Republic of Nigeria, a distinguished philanthropist, and he's an investor that operates the bank UBA, operates in most African countries. Mr. Chairman, he is a chieftain of the African Transformation Agenda, and he's a household name in the areas of energy, power, banking, technology, insurance, health sector, real estate, and hospitality. If you go to Transcorp in Abuja, you will see that this is one of the best hotels we have in West Africa.
Mr. Chairman, we are happy that he is now on this Board and with what he has done in the UBA Group, we believe his coming will add a lot of value to our operations. Mr. Chairman, as there are many other shareholders who would like to speak, I will end up by again commending the Company Secretary who has been in touch with shareholders. We get information from the company, and we are happy with the performance, Mr. Chairman, and we believe the price of our share will go up. I have only one question, Mr. Chairman. I would like you to tell us how the Iran-U.S. war has impacted on our operations. Thank you, Mr. Chairman.
The words of encouragement and commendation, and I will answer, I've noted your question. When I take the other questions, you know, I will answer your question. Thank you. Other questions?
Um.
Bakare? Okay. Bisi Bakare.
Thank you, Mr. Chairman. Can you hear me, Mr. Chairman?
Yes, we can.
Okay. Good morning, sir, and thank you very much for recognizing me. Good morning, Mr. Chairman, Board of Directors, regulatory authority joining online, distinguished shareholders, good morning. My name is Mrs. Bisi Bakare, shareholder. Mr. Chairman, I would like to start my comments by commending the entire Board, management, and staff of Seplat Energy for delivering a robust financial performance in 2025. Our revenue grew significantly by over 150% to NGN 4.13 trillion, while profit for the year increased by 16.22% to NGN 241.6 billion from what it was in 2024 of NGN 207.8 billion in the previous year.
And t he final dividend of $0.08, totaling $0.25 for the whole year, t hank you very much for that wonderful returns to shareholders. This performance is highly commendable, particularly considering the operational and macroeconomic challenges within the oil and gas sector. I have only one question, Mr. Chairman. Before I do that, I want to welcome our able Mr. Tony Elumelu into our Board. I believe he's a guru when it comes to giving returns to shareholders. We appreciate the Board for having him. I believe he's going to add a lot of value to Seplat Energy. Mr. Tony Elumelu, welcome. Thank you. Having said that, Mr. Chairman, I have only one question, like I said, that is on page 34 of the Annual Report.
I want to ask that, on page 34, that what is the expected commencement timeline for the Sapele Integrated Plant's LPG module, which is expected to further diversify our revenue streams and reduce emissions. Once again, thank you very much for the opportunity given to me, sir.
Thank you very much. I've noted your question. You said, I think it's on page 34. Thank you very much. I think I can see Eric Akinduro. Hello, Eric, I can see your hand up. Please proceed to ask your question. He's not there. Okay, maybe he's not there. I can see another hand, Adebayo, Adeleke. Is Adebayo, Adeleke there? Any other hand? Okay, there being I can't see any other hand. Any other hand? Oludewa. Is Oludewa there? I can see Thorpe. Okay, go ahead, Thorpe.
Thank you very much. Thank you very much, Chairman. I hope all can hear me. Hello, I hope y'all can hear me.
Yes, we can.
Okay. I associate myself with all the encomiums that the previous speakers have poured on the company. I want to also commend the company for all the good works that you have done, especially when it comes to the gas flaring. I note that that is now a thing of the past. The onshore gas flaring is now a thing of the past, so I congratulate our company for doing that. I also noted that the stopping of the gas flaring has added something to our bottom line in terms of the penalty we used to pay, that has become income for us. Of course, we are now selling some of the gas. That's another additional income, so I congratulate us for that.
But an issue that is of worry to me is that if you open page five of the report, on page five of our report, it talks about the gas infrastructure, our infrastructure relating to gas. It is stated there that it is 88% operated, and the non-operated is only 12%. Does that mean that we need to be looking for more gas reserves? With that in mind, when I looked at the key audit matters on page 163, it informed us there that management utilizes third-party experts to evaluate its estimate of crude and natural gas reserves. That immediately made me to feel that management is reporting to us now.
What management is actually reporting to us is the opinion of a third-party expert, which may not always turn out to be the same or true. Considering the fact that we bought Mobil, and Mobil had been producing from some of these fields, and Mobil also had some of these reserves. Do we have any assurance as to what we actually have as reserves? I think my question is, h ow reliable are these reports, and how can we, or do we have any fallback factor? What do we do to improve our reserves in oil and gas? Thank you.
I think I can't see any other, can't see another question, so l et me take the responses to the questions that were asked. First of all, let me thank all the shareholders who spoke. We appreciate the commendation, and it encourages us as a Board to work even harder, as Board as well as management. With respect to the issue of the Iran, the impact of the crisis in Iran, the war in Iran, of course, the immediate impact is that oil prices have gone up, and which is of benefit to your company. That's the immediate impact. But our planning is fairly, is quite robust.
Even if the price isn't sustained at this high price, it comes down, we're still in a good state. I'll ask the Managing Director to throw a little bit more light on that, and as well as to speak about our reserves and the Sapele, the question about Sapele . Over to you, Roger.
Thank you. Thank you very much for the question. In terms of the Iran situation, of course, our thoughts go out to anyone who's affected by this. We are seeing higher oil prices today, but we run all our budgeting on much, much lower oil prices. In fact, we're budgeting around $65- $70 oil. We're seeing a much higher price today, and that obviously benefits the company. I don't, in terms of the world, disruption like this is not good long term, so w e hope that things get resolved there, but w e will likely see higher oil prices for quite some time, whilst the situation gets resolved. And Sapele will certainly benefit from that.
We will redeploy that additional cash flow into our operations, probably reducing some leverage, and obviously, we will always look to return higher dividends to shareholders. So, we watch the situation very carefully. Our business hasn't really fundamentally changed as itself. I think Nigeria is in a great position personally because what it's shown is Nigeria can be a deliverer of reliable hydrocarbons to the world going forward. The question specifically around Sapele Gas Plant, and I think it refers to the fact of the LPG, we're delighted to say that we have now resolved all the issues at Sapele Gas Plant.
It's operational, and we have delivered our first LPG cargos, and that's very material and important for Nigeria, is that we can deploy LPG into the local market, either from Sapele Gas Plant, from the ANOH Gas Plant, and obviously, we have been delivering LPG through butane into the local market. That's what we wanna do going forward. I think that addressed the two questions. Thank you. Sorry. Yeah, apologies. In terms of reserves, you know, what we have is 1 billion bbl of reserves, 2P reserves today, that's published. Roughly half of that is oil, and roughly half of it is gas.
In terms of our resources, our resources are, our 2C resources are around 1.5 billion bbl, and a lot of that resource is in the gas business. If you combine that together of 2P plus 2C, it is 2.5 billion bbl. We have a lot of resource, and to produce well into the future in terms of our 2P reserves. In oil, we have approaching 20 years of production life in the current levels, and in gas, it's higher than that. We'll see both onshore gas, which I think specific question was related to, very healthy. We've got lots of reserves. We'd like more, of course, in the onshore. The offshore is really where we'll see massive growth.
We have a lot of gas development to do, a lot of projects, which is really gonna bring value to the company into the future. Thank you.
Thank you very much. I think maybe just to add to that on the issue of reserves is that we do our own assessment as well in terms of our reserves, but we always get a third party, very well- known with reputation. We get them to confirm. It is that that we actually publish. It's a third party, reputable third party. Thank you. In the absence of any other question or comment, I would like to thank all of you distinguished shareholders for your questions and continued interest in your company's operations and growth. Please be assured that we do listen to you, and we truly appreciate your feedback.
I hereby propose that the 2025 Annual Report and Accounts, the Directors' Report, the Auditors' R eport for the year ended 31st December 2025, and the Audit Committee Report be adopted as presented. Will a shareholder please second the motion? Okay, I can see his hand. Okay, Adamu, your hand is up. Can you please second the motion? Can you hear me, Mr. Adamu Ismail? Okay, if he can't, let me look for any other hand. What about Eric? Okay, Eric Akinduro, please. Eric, I think you have to unmute. Okay. Eric? Having a problem. Maybe he's having a problem with his equipment. What about Dr. Umar, Faruk ? Dr. Faruk Umar, I can see your hand.
Mr. Chairman. I second the motion.
Thank you very much. I will now invite the registrar to explain the voting process. Over to you, registrar.
Thank you, Mr. Chairman. Esteemed shareholders, please note that we have captured valid voting details for a total of 303 shareholders by way of proxy, totaling 497,403,698 unit of shares, representing a total of 82.91% of the company's total issued shares. As you vote on the resolutions that will be announced by the Chairman, kindly note that the voting results will be inclusive of these pre-captured votes. We have put together a short video that will serve as a guide on how to use the online voting application. Please watch.
Welcome. This video provides a step-by-step guide on how to use the online voting application. Once voting commences, the specific resolution under consideration would appear on your screen, along with the voting options for, against, and abstain. Kindly select your preferred option and click the Submit button to cast your vote. Please note that voting will be opened for one minute only. You may change your selection at any time within this period before the time expires. During the Statutory Audit Committee election, the full list of nominees would be displayed on your screen. You are required to select any three candidates by clicking the box next to their names. After making your selections, click the Submit button to confirm and save your vote. Always remember to click the Submit button to ensure your vote is successfully recorded. Thank you.
Okay. Esteemed shareholders, before the voting commences, please ensure that your browsers have been refreshed. Thank you, Mr. Chairman.
Thank you, the registrars. Shareholders, please cast your votes.
Voting has now started. Shareholders, kindly cast your votes in line with your voting decision. The voting period is now over. At the end of this voting period, we have 409,470,628 units of shares, representing 100% of the total votes cast in favor of the resolution. Thank you, Mr. Chairman.
Thank you very much, registrars. I hereby declare the motion carried unanimously. The second item on the agenda is to declare a final dividend recommended by the Board of Directors of the company in respect of the financial year ended 31st December 2025. At the Board Meeting held on 25th February 2026, the Board of Directors recommended a final dividend of $0.05 per share, which is equivalent to NGN 68.54 at the exchange rate as at 14th May 2026. In addition to the final dividend that was stated, the Board also declared a special dividend of $0.033 per share, which is equivalent to NGN 45.24 at the exchange rate as at 14th May 2026.
The special dividend shall be paid separately with the final dividend to all shareholders on or around the 29th of May 2026. This will amount to a total of NGN 113.78 per share for each shareholder. In the absence of any questions, I hereby propose that the final dividend of $0.05 per share, which is equivalent to NGN 68.54 per share, as recommended by the Board of Directors, be approved by the shareholders as the final dividend for the year ended 31st December 2025, together with a special dividend of $0.033 per share, also equivalent to NGN 45.24 at the exchange rate as at 14th May 2026. Will a shareholder please second this motion? Can I see the, i s Olatunji, Bamidele there?
Chairman, my name is Bamidele. I ask to second the motion.
Thank you very much. Shareholders, please cast your votes.
Voting has started. Shareholders, kindly cast your votes in line with your voting decision. We have 40 seconds to the end of voting. We have 10 seconds to the end of voting. Voting is now over. At the end of this voting period, we have a total of 404,229,157 units of shares, representing 100% of the total vote cast in favor of the resolution. Thank you, Mr. Chairman.
Thank you, registrars. In my experience as a chairman of different companies, we've never had a dissenting when it comes to dividends. Thank you very much for the result. I hereby declare the motion unanimously carried. The third item on the agenda is the reappointment of PricewaterhouseCoopers as the auditors of the company in accordance with Section 401 of CAMA. This provision states that the retiring auditor shall be reappointed without passing a resolution if such auditor is not disqualified under Section 401, Subsection 2 of CAMA. In the present case, PwC is the auditor of the company and is scheduled for retirement at this meeting. They have, however, indicated their willingness to continue as the auditors of the company and are therefore hereby reappointed until the conclusion of the next Annual General Meeting.
As you know, voting is not required for this resolution. The fourth item on the agenda is to authorize the Board of Directors to determine the remuneration of the auditors in accordance with Section 408, Subsection 1(b) of CAMA. I hereby propose that the Board of Directors be authorized to determine the remuneration of the auditors for the year ending 31st December 2026. Will a shareholder please second the motion? Is [Mustafa, Junaid] there? I can see your hand. [Mustafa, Junaid] or is it [Junabi]? Are you there? What about Hamzat? Are you there, Hamzat?
I second the motion , Mr. Chairman, sir.
I see you. Thank you very much. Thank you very much for that. Shareholders, please cast your votes.
Voting has started. Shareholders, kindly cast your votes in line with your voting decision. We have 30 seconds to the end of voting. Voting process is now over. At the end of this voting period, we have 410,140,634 unit of shares, representing 99.99% of the total votes cast in favor of the resolution, while we have eight shareholders voting against the resolution. Thank you, Mr. Chairman.
Thank you, registrars. With that result, I hereby declare the motion as carried. Distinguished shareholders, the next item on the agenda is the consideration of resolutions to elect and re-elect the following directors. Directors standing for election are Mr. Larry Ettah and Mr. Tony Elumelu, while the directors standing for reelection are myself and Mr. Christopher J. N. Okeke. Each resolution will be taken separately. The first item in this category is a resolution to approve the appointment of Mr. Larry Ettah as an Independent Non-Executive Director of the company in line with Sections 274, Subsections 1 and 2 of CAMA. Mr. Ettah was appointed to the Board effective 1st January 2026. His profile is on page 62 of the Annual Report and is also accessible on the company's website.
I hereby propose that the appointment of Mr. Larry Ettah as an Independent Non-Executive Director of the company be approved by the shareholders. Will a shareholder please second the motion? Is Mrs. Adebisi Bakare there? Okay, please [audio distortion] .
Good morning, sir. Good morning, Mr. Chairman. I hereby second the motion. This is Bisi Bakare. Thank you, sir.
Thank you very much. Shareholders, please cast your votes.
Voting has started. Shareholders, kindly cast your votes in line with your voting decision. We have 40 seconds to the end of voting. We have 10 seconds to the end of voting. Voting process is now over. At the end of this voting period, we have 409,988,054 unit of shares, representing 99.97% of the total votes cast in favor of the resolution, while 13 shareholders voted against the resolution. Thank you, Mr. Chairman.
Thank you, registrars. With that result, I hereby declare the motion as carried. The next item in this category is a resolution to approve the appointment of Mr. Tony Elumelu as a Non-Executive Director of the company in line with Sections 274, Subsections 1 and 2 of CAMA. Mr. Elumelu was appointed to the Board effective 22nd January 2026. His profile is on page 60 of the Annual Report, is also accessible on the company's website. I hereby propose the appointment of Mr. Tony Elumelu as a Non-Executive Director of the company be approved by the shareholder. Will a shareholder please second the motion? I can see Dr. Faruk Umar's hand is up. Would you like to second that?
Yes, Mr. Chairman. I hereby second the motion of appointing Mr. Tony Elumelu, the giant of Africa, as a Non-Executive Director of the company. Thank you.
Thank you very much. We now move to the voting. Shareholders, please cast your votes. Over to you, registrar.
Voting has started. Shareholders, kindly cast your votes in line with your voting decision. We have 30 seconds to the end of this voting period. Voting is now over. At the end of this voting period, we have 409,843,811 units of shares, representing 99.96% of the total votes cast in favor of the resolution, while 11 shareholders voted against the resolution. Thank you, Mr. Chairman.
Thank you very much, registrars. I hereby declare the motion as carried. The next item on the agenda is the reelection of directors retiring by rotation. As this item includes my own reelection, I will now hand over to the Senior Independent Non-Executive Director, Mrs. Bashirat Odunewu, to conduct the proceedings. Over to you, Mrs. Odunewu.
Thank you very much, Mr. Chairman. Good morning, everybody, again. Distinguished shareholders, the next resolution is to, is the reelection of Mr. Udoma Udo Udoma, who is scheduled to retire by rotation at this meeting in line with Sections 273 and 285 of CAMA 2020. His profile is on page 58 of the Annual Report and is also available on the company's website. I hereby propose that Mr. Udoma Udo Udoma, who is retiring by rotation, be re-elected as an Independent Non-Executive Director on the Board of the company. Will a shareholder please second the motion? Mr. Eric Akinduro, I can see your hand. Please second. Mr. Eric Akinduro? Are you unmuted? Okay, Mr. Adebayo, Adeleke, I can see your hand up. Please go ahead.
Thank you very much, Madam Acting Chairman. It's my pleasure to support the reelection of Mr. Udoma Udo Udoma as an Independent Non-Executive Director of our company. Thank you.
Thank you, Mr. Adebayo, Adeleke. Shareholders, please cast your votes.
Voting has started. Shareholders, kindly cast your votes in line with your voting decision. We have 40 seconds to the end of voting. We have 10 seconds to the end of voting. Voting process is now over. At the end of this voting period, we have 410,128,990 unit of shares, representing 99.99% of the total votes cast in favor of the resolution, while one shareholder voted against. Thank you.
Thank you very much for the results. I hereby declare the motion, let me round it up, unanimously carried. I will now hand back to Mr. Udoma, our Chairman, to continue with the proceedings. Thank you.
Thank you very much. Thank you, Mrs. Odunewu. Thank you, distinguished shareholders, for your continued confidence and trust in me. It's much appreciated. We will now proceed to the next item on the agenda. Distinguished shareholders, the next resolution on the agenda is to re-elect Mr. Christopher J. N. Okeke, who is scheduled to retire at this meeting, in line with Sections 273 and 285 of CAMA 2020. His profile is on page 61 of the Annual Report. He's also available on the company's website. I hereby propose that Mr. Christopher J. N. Okeke, who is retiring by rotation, be re-elected as an Independent Non-Executive Director of the Board. Will a shareholder please second the motion? Mrs. Thorpe, are you there? Would you like to second the motion?
Yes, Mr. Chairman. I hereby second the motion.
Thank you very much. Shareholders, please cast your votes.
Voting has started. Shareholders, kindly cast your votes in line with your voting decision. We have 30 seconds to the end of the voting period. Voting period is now over. At the end of this voting period, we have 409,981,008 unit of shares, representing 99.99% of the total votes cast in favor of the resolution, while 16 shareholders voted against. Thank you, Mr. Chairman.
Thank you very much, registrars. With that result, I hereby declare the motion as carried. The sixth item on the agenda is the disclosure of the remuneration of managers of the company. In accordance with Section 257 of CAMA, the compensation of managers of a company shall be disclosed to the members at the Annual General Meeting. Please refer to page 95 of the Annual Report for the full details and disclosure on the remuneration of managers of the company. Voting is not required for this resolution. The seventh item on the agenda is the election of members of Statutory Audit Committee. In accordance with Sections 404, Subsections 3-6 of CAMA, a total of 19 valid nominations were received from shareholders. 16 nominees subsequently withdrew their nomination, leaving three remaining nominations.
I will now invite the Company Secretary to read out the names of the nominees and their nominators. Company Secretary?
Thank you, Mr. Chairman. The shareholder nominations for membership on the Statutory Audit Committee are hereby presented as follows. Nominee one, Abayomi Adeyemi, nominated by Odesanya, Olatunji. Nominee two, Nornah Awoh, nominated by Capital Bancorp Plc. Nominee three, Hauwa Sule Umar, nominated by Dr. Faruk Umar. Thank you, sir.
Thank you very much for presenting the list of the nominees. Since there are three of them and three are required, they've been returned unopposed. We only have three valid nominations. Accordingly, it is my honor, my pleasure, to present the above-named nominees as the shareholder representatives of the Audit Committee, namely Abayomi Adeyemi, Nornah Awoh, and Hauwa Sule Umar. They shall be joined by the following Board representatives, namely Mrs. Bashirat Odunewu and Mr. Kazeem Raimi. The five of them shall be members of the Statutory Audit Committee from this Annual General Meeting to the next Annual General Meeting in 2027.
The next item on the agenda is the resolution to approve the Remuneration section of the Directors' Remuneration Report, including the forward-looking Remuneration Policy set out on pages 81- 102 of the company's 2025 Annual Report and Accounts for the year ended 31st December 2025. I hereby propose that the Remuneration section of the Directors' Remuneration Report, as set out in the company's 2025 Annual Report and Accounts for the year ended 31st December 2025, including the forward-looking Remuneration Policy, be approved. Will a shareholder please second the motion? I can see Adebayo, Adeleke. Are you there? Okay, please can you proceed to second the motion?
Under the directive of the Board, so, it is my pleasure to second the remuneration for the directors, including the forward-looking Remuneration Policy. Thank you very much, Chairman.
Thank you very much, Adeleke. Shareholders, please cast your votes. Registrars, kindly proceed with the voting process.
Shareholders, kindly cast your votes in line with your voting decision. You have 20 seconds to the end of the period. Voting process is now over. At the end of this voting period, we have 411,431,771 unit of shares, representing 99.99% of the total votes cast in favor of the resolution, while two shareholders voted against the resolution. Thank you, Mr. Chairman.
Thank you very much, registrars. With that result, I hereby declare the motion as carried. Distinguished shareholders, now that all the resolutions put to the meeting have been carried by the shareholders, your Board is hereby authorized to take all necessary steps to implement this resolution. Ladies and gentlemen, this concludes the formal business of this meeting, and I hereby declare the 13th Annual General Meeting of your company, Seplat Energy Plc, closed. May I now call on, I think, Mrs. Bisi Bakare to say the closing prayer.
Thank you, Mr. Chairman. Let us pray. Everlasting God, we bless you. We thank you for the successful AGM we have had. We pray that going forward, our company will continue to make profit in the name of Jesus. We pray that by we meet here next year, one of our director shareholders will be meeting in the name of Jesus. In Jesus' wonderful name we have prayed. Amen.
Thank you very much. Thank you all for attending this meeting. May God bless you.